Presented to

Brig. (R) Muhammad Saleem

Presented By

Muhammad Fahad Noor 9171035

Imran Ali LCM 3509

Jawad ul Hassan LCM 3511

Wahid Rasool LCM 3550

Management and
Administration
COMPANIES ACT 2017
 MANAGEMENT AND ADMINISTRATION

The management team is the group of individuals that operate at the higher levels of
an organization and have day-to-day responsibility for managing other individuals
and maintaining responsibility for key business functions.
The management team is also generally responsible for putting together the
business strategy and ensuring the business objectives are met. The Management
team are held accountable by the companies board of directors.
MEMBERS OF A COMPANY
• The subscribers to the memorandum of association are deemed to have
agreed to become members of the company and become members on its
registration and every other person.
• To whom is allotted, or who becomes the holder of any class or kind of shares; or
• In relation to a company not having a share capital, any person who has agreed to
become a member of the company;

• and whose names are entered; in the register of members, are members of
the company.
REGISTER AND INDEX OF MEMBERS
• Register of members.
• Every company shall keep a register of its members and any contravention
or default in complying with requirement of this section shall be an
offence punishable under this Act.
• There must be entered in the register such particulars of each member as
may be specified.
• In the case of joint holders of shares or stock in a company, the company‘s
register of members shall state the names of each joint holder.
• A person guilty of an offence under this section shall be liable to a penalty of
level 1 on the standard scale.
MEETINGS AND PROCEEDINGS
• Statutory meeting of company
• Every public company having a share capital shall, within a period of six
months from the date at which the company is entitled to commence
business or within nine months from the date of its incorporation
• Whichever is earlier, hold a general meeting of the members of the company,
to be called the ―statutory meeting
MEETINGS AND PROCEEDINGS
• Statutory report shall state
• The total number of shares allotted
• The total amount of cash received by the company in respect of all the shares
allotted
• The names, addresses and occupations of the directors, chief executive,
secretary, auditors and legal advisers of the company and the changes, if any,
which have occurred since the date of the incorporation
• The particulars of any contract the modification
• The particulars of any commission or brokerage paid
MEETINGS AND PROCEEDINGS
• Annual general meeting
• Every company, shall hold, an annual general meeting within sixteen months
from the date of its incorporation and thereafter once in every calendar year
within a period of four months following the close of its financial year
• An annual general meeting shall, in the case of a listed company, be held in
the town in which the registered office of the company is situate or in a
nearest city
• The notice of an annual general meeting shall be sent to the Commission,
members and every person who is entitled to receive notice of general
meetings at least twenty-one days before the date fixed for the meeting
MEETINGS AND PROCEEDINGS
• Power of the Court to declare the proceedings of a general
meeting invalid
• The Court may, on a petition, by members having not less than ten percent
of the voting power in the company, that the proceedings of a general
meeting be declared invalid by reason of a material defect or omission in the
notice
• Or irregularity in the proceedings of the meeting, which prevented members
from using effectively their rights, declare such proceedings or part thereof
invalid and direct holding of a fresh general meeting
APPOINTMENT AND REMOVAL OF
DIRECTORS
• Ineligibility of certain persons to become director
• A person shall not be eligible for appointment as a director of a company, if he
• is a minor;
• is of unsound mind;
• has applied to be adjudicated as an insolvent and his application is pending;
• is an undischarged insolvent;
• has been convicted by a court of law for an offence involving moral turpitude;
• has been debarred from holding such office under any provision of this Act;
• does not hold National Tax Number as per the provisions of Income Tax
Ordinance, 2001 (XLIX of 2001
• is lacking fiduciary behaviour and a declaration to this effect has been made
by the Court under section 212 at any time during the preceding five years
APPOINTMENT AND REMOVAL OF
DIRECTORS
• Minimum number of directors of a company
• Notwithstanding anything contained in any other law for the time being in
force
• a single member company shall have at least one director;
• every other private company shall have not less than two directors;
• a listed company shall have not less than seven directors.
• Only a natural person shall be a director.
• a public company other than a listed company shall have not less than three
directors
APPOINTMENT AND REMOVAL OF
DIRECTORS
• Powers of the Court to declare election of directors invalid
• The Court may, on the application of members holding ten percent of the voting
power in the company, made within thirty days of the date of election, declare
election of all directors or any one or more of them invalid if it is satisfied that
there has been material irregularity in the holding of the elections and matters
incidental or relating thereto.
POWERS OF BOARD
• The business of a company shall be managed by the board,
who may exercise all such powers of the company as are not by this Act, or
by the articles, or by
a special resolution, required to be exercised by the company in general
meeting.
• The board shall exercise the following powers on behalf of the company, and
shall do
so by means of a resolution passed at their meeting, namely-
• to issue shares
• to issue debentures or any instrument in the nature of redeemable capital
• to borrow moneys otherwise than on debentures
POWERS OF BOARD
…..Continued - The board shall exercise the following powers
• to invest the funds of the company
• to make loans
• to authorize a director or the firm
• to approve financial statements
• to approve bonus to employees;
• to incur capital expenditure on any single item or dispose of a fixed asset in
accordance with the limits as may be specified:
• to undertake obligations under leasing contracts exceeding such amount as may
be notified;
• to declare interim dividend; and
• to take over a company or acquire a controlling or substantial stake in another
company;
• any other matter which may be specified.
CHIEF EXECUTIVE
• Appointment of first chief executive
• Every company shall have a chief executive appointed in the manner provided in this
section and section 187.
• The name of first chief executive shall be determined by the subscribers of the
memorandum and his particulars specified under section 197 shall be submitted along
with the documents for the incorporation of the company.
• The first chief executive shall, unless he earlier resigns or otherwise ceases to hold
office, hold office up to the first annual general meeting of the company or, if a shorter
period is fixed by the subscribers at the time of his appointment, for such period.
• Notwithstanding anything contained in this section, the Government shall have the
power to nominate chief executive of a public sector company in such manner as may
be specified.
CHIEF EXECUTIVE
• Terms of appointment of chief executive
• The terms and conditions of appointment of a chief executive shall be
determined by the board or the company in general meeting in accordance
with the provisions in the company's articles.
• The terms and conditions of appointment of a chief executive nominated
under section 186 or 187 shall be determined by the Government, in such
manner as may be specified.
• The chief executive shall if he is not already a director of the company, be
deemed to be its director and be entitled to all the rights and privileges, and
subject to all the liabilities, of that office.
CHIEF EXECUTIVE
• Removal of chief executive
• The board by resolution passed by not less than three-fourths of the total
number of directors for the time being, or the company by a special
resolution, may remove a chief executive before the expiration of his term of
office notwithstanding anything contained in the articles or in any agreement
between the company and such chief executive.
• Notwithstanding anything contained in this section, the Government or an
authority or a person authorized by it shall have the power to remove chief
executive of a company where more than seventy-five percent of the voting
rights are held by the Government.
DUTIES OF DIRECTORS
• Subject to the provisions of this Act, a director of a company shall act in
accordance with the articles of the company.
• A director of a company shall act in good faith in order to promote the objects
of the company for the benefit of its members as a whole, and in the best
interests of the company, its employees the shareholders the community and
for the protection of environment.
• A director of a company shall discharge his duties with due and reasonable
care, skill and diligence and shall exercise independent judgment.
• A director of a company shall not involve in a situation in which he may have
a direct or indirect interest that conflicts, or possibly may conflict, with the
interest of the company.
DUTIES OF DIRECTORS
• A director of a company shall not achieve or attempt to achieve any undue
gain or advantage either to himself or to his relatives, partners, or associates
and if such director is found guilty of making any undue gain, he shall be
liable to pay an amount equal to that gain to the company.
• A director of a company shall not assign his office and any assignment so
made shall be void.
• In addition to the preceding sub-sections, the Commission may provide for
the extent of duties and the role of directors as may be specified.
• Without prejudice to any other action that may be taken under this Act or any
other law, any contravention or default in complying with requirements of this
section shall be an offence liable to a penalty of level 1 on the standard
scale.
RIGHTS AND DUTIES OF AUDITOR
• An auditor of a company has a right
• of access at all times to the company‘s books, accounts and vouchers (in whatever
form they are held); and
• of access to such copies of, an extracts from, the books and accounts of the branch
as have been transmitted to the principal office of the company
• to require any of the following persons to provide him with such information or
explanations as he thinks necessary for the performance of his duties as auditor
• any director, officer or employee of the company;
• any person holding or accountable for any of the company‘s books, accounts or
vouchers
• any subsidiary undertaking of the company; and
• any officer, employee or auditor of any such subsidiary undertaking of the
company or any person holding or accountable for any books, accounts or
vouchers of any such subsidiary undertaking of the company.
INVESTIGATION INTO AFFAIRS OF
COMPANY
• Where the Commission is of the opinion, that it is necessary to investigate
into the affairs of a company
• on the application of the members holding not less than one tenth of the total
voting power in a company having share capital
• on the application of not less than one tenth of the total members of a company
not having share capital
• on the application of not less than one tenth of the total members of a company
not having share capital;
• on the receipt of a report under sub-section (5) of section 221 or on the report by
the registrar under sub-section (6) of section 254
INVESTIGATION INTO AFFAIRS OF
COMPANY
• While appointing an inspector under sub-section (1), the Commission may
define the scope of the investigation, the period to which it is to extend or any
other matter connected or incidental to the investigation.
• An application by members of a company under clause (a) or (b) of sub-
section (1) shall be supported by such evidence as the Commission may
require for the purpose of showing that the applicants have good reason for
requiring the investigation.
• The Commission may, before appointing an inspector, require the applicants
to give such security for payment of the costs of the investigation as the
Commission may specify.
THANK YOU